Aztec Minerals Corp. — AGM Information 2025

Aug 26, 2025

AZTEC MINERALS CORP.

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 25, 2025

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting”) of Shareholders of Aztec Minerals Corp. (the “Company”) will be held at Suite 1030 – 505 Burrard Street, Vancouver, BC V7X 1M5 on Thursday, September 25, 2025 at 11:00 AM (Vancouver Time) for the following purposes:

1. to receive the audited financial statements of the Company for the financial year ended December 31, 2024, together with the report of the auditor thereon;
2. to fix the number of directors of the Company at four (4);
3. to elect the directors of the Company for the ensuing year;
4. to appoint the auditor for the ensuing year and to authorize the directors of the Company to determine the remuneration to be paid to the auditor;
5. to consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution to approve, ratify and affirm the Company’s “rolling up to 10%” equity incentive plan, as more particularly described in the accompanying management information circular (the “Circular”); and
6. to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

This notice of Meeting is accompanied by: (a) the Circular; and (b) either a form of proxy for registered Shareholders or a voting instruction form for beneficial Shareholders. The Circular accompanying this notice of Meeting is incorporated into and shall be deemed to form part of this notice of Meeting.

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is August 18, 2025 (the “Record Date”). Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote, at the Meeting or any adjournments or postponements thereof.

In light of the rapidly evolving public health guidelines in recent years, the Company asks Shareholders to consider voting their shares by proxy and not attend the Meeting in person. Shareholders are strongly urged to vote on the matters before the Meeting by completing a proxy or VIF (as defined below) or the materials provided by their Intermediary (as defined below), as applicable.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournments or postponements thereof in person are requested to complete, date, sign and return the accompanying form of proxy for use at the Meeting or any adjournments or postponements thereof. As a shareholder, you can choose from three different ways to vote your shares by proxy: (a) by mail or delivery in the addressed envelope provided or deposited at the offices of Computershare Investor Services Inc., Proxy Department, 320 Bay Street, 14th Floor, Toronto, ON, M5H 4A6, on behalf of the Company, so as to arrive not later than 10:00 AM (Vancouver time) on September 23, 2025, or if the Meeting is adjourned, at the latest 48 hours (excluding Saturdays, Sundays and holidays) before the time set for any reconvened meeting at which the proxy is to be used; (b) by telephone (toll free) at 1-866-732-VOTE (8683); or (c) on the internet at www.investorvote.com, unless the chair of the Meeting elects to exercise his or her discretion to accept proxies received subsequently. The above time limit for deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion without notice.

DATED this 22nd day of August, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

“Simon Dyakowski”
Simon Dyakowski, President, CEO and Director